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LE A S E A GRE EME NT THIS LEASE AGREEMENT is made this 27"' day of January. 2000, between the CITY OF MOSCOW , a municipal corporation of the State of Idaho (hereinafter the "City"). and MOSCOW SCHOOL DISTRICT #281 (hereinafter the "District") ARTICLE I PURPOSE The purpose of this Lease Agreement is to allow for limited occupancy, storage and use of the building by certain District personnel during the term of the Lease Agreement. ARTICLE II PREMISES "Premises" as used throughout this Lease Agreement shall be the 1912 Moscow High School!Whitworth building and its grounds, all located on 3rd Street in the City of Moscow, Idaho, across from Moscow High School ARTICLE III TERM This Lease Agreement shall commence on February L 2000 and shall continue in full force and effect until 5:00p.m. July 3 L 2000. unless terminated earlier m conformance herewith. The District may extend the terms of this Lease Agreement by thirty (3 0) days by mutual agreement of the parties should circumstances dictate. All provisions contained within this Lease Agreement shall continue to be in effect during any extension of this Lease Agreement. ARTICLE IV LEASE PAYMENT District agrees to pay a rental amount of Two Thousand Five Hundred Dollars ($2,500 00) per month beginning on February I, 2000 and extending through the term of this Lease Agreement. In addition. District shall be responsible for payment of all utilities, maintenance. and expenses as set forth herein during the Lease Agreement term ARTICLE V CITY AGREEMENT In consideration of the conditions and promises made herein, City agrees to allow District, its employees, agents, and assigns, to usc and occupy Premises and its appurtenances for the sole purpose of conducting District operations in accordance with best practices and according to law. ARTICLE VI DISTRICT AGREEMENT District, its employees. agents, and assigns , agrees to occupy and usc Premises only in conformance with best practices and according to law and, further. agrees to occupy Premises for LEASE AGREEMENT Pagel 06 ---PAGE BREAK--- the sole purpose of conducting District operations. District agrees to provide insurance as required in Lease Agreement Article IX at all times of the Lease Agreement tenn. District agrees to conduct District operations in such a mam1er as to maximize City's ability to renovate Premises and agrees to comply with City's requests to accommodate renovation, if any, during the term of this Lease Agreement. ARTICI>E VII NO OWNERSHIP BY DISTRICT District, its employees, agents, and assigns, shall obtain no ownership interest in Premises or in its grounds by the execution of this Lease Agreement nor by its lease, usc or occupation bY District. This Lease Agreement shall not be subject to any procecdmg for the benefit of District's creditors. if anv ARTICLE VIII BUILDING MAINTENANCE Each party to this Lease Agreement shall perform repair and/or maintenance on Premises in accordance with the following division of Responsibilities and each shall be responsible for all respective costs associated with its respective Responsibilities A. City's Responsibilities. I. City shall be responsible for maintenance, repair and upkeep of Premises, except for the interior of the 1912 Moscow High School/Whitworth building, and items specified in Lease Agreement VIII R herein, unless such maintenance, repair, and/or upkeep is necessitated by the actions or inactions of District and/or its employees, agents, and assigns. 2. City shall be responsible for all general maintenance to the exterior of the 1912 Moscow High School!Whitworth building and grounds of Premises, including, but not limited to: painting, mowing, weeding, irrigation, snow removal, and general grounds maintenance, except as specified in Lease Agreement Vlll B, herein. 3. Should construction and/or renovation of Premises require that District personnel and property be relocated within Premises. City shall give reasonable notice to District of the construction/renovation schedule and the need for District personnel and property to relocate. B. District's Responsibilities I. District shall be responsible for rental payment, water, sewer, utilities, and garbage scrv1ces and costs for Premises during any time period where District employees occupy Premises. 2 District shall be responsible for snow removal from Premises parking lot. LEASE AGREEMENT Page 2 ---PAGE BREAK--- 3 . District shall be responsible for maintenance. repair. and/or upkeep of the interior of Premises_ 4. District shall be responsible for general maintenance, repair, and/or upkeep of tbc Premises and/or exterior of the 1912 Moscow High School!Whitworth building necessitated by the actions or of District and/or its employees, agents, and assigns. 5. District shall be responsible for usc, upkeep. mamtenance, and expense of tbe garbage dumpster currently on Premises 6. District shall account for all keys and locks used in. on. or around Premises and shall leave all such keys and locks accounted for with authorized City representative on or before tbe date of execution of this Lease Agreement 7. District shall provide all manuals, records, inspections, architectural drawings, mechanical drawings, product and fixture information, product registration, and tbe like witb autborized City representative on or before the date of execution of this Lease Agreement 8. District shall relocate District personnel and property witbin Premises upon reasonable notice by Citv of such need to relocate. 9. District shall begin the cleanup process to insure all District supplies, equipment, trash, and unusable items arc removed from tbe premises on or before tbe termmation of tbis Lease Agreement It shall be tbe responsibility of District to give prompt and timely notice to City of tbe occurrence of any conditions which are the responsibility of City to repair. maintain or replace by the terms of this Lease Agreement ARTICLE IX BUILDING CONTENTS INVENTORY Each party to tbis Lease Agreement shall conduct a joint inventory of all building assets and related materials for the purpose of establishing O\\nership prior to tbe termination of tbis Lease Agreement ARTICLE X INSURANCE Comprehensive general liability insurance is required hereby as a condition of tbis Lease Agreement and shall have at a minimum coverage of at least Five Hundred Thousand Dollars ($500, 000) per claim and One Million Dollars 000,000) aggregate. District is required to carrv statutory worker's compensation coverage for District employees working on Premises. The amounts of such insurance shall not be deemed as a limitation on District's obligation to indemnifY City or as a limitation on tbe hold harmless covenant contained herein. LEASE AGREEMENT Page 3 ---PAGE BREAK--- District shall furnish City with policies or certificates of insurance to demonstrate that District has procured such insurance and that the City has been named as an additional insured therein. AU such policies and/or certificates (except for workers compensation policies) shall contain the following provision: "It is agreed that the City of Moscow, State of Idaho, is added as an additional insured under this policy and the coverage provided hereunder shall be primary insurance and not contributing with any other insurance available to the City under any other third party liability policy. It is further agreed that the 'other insurance' condition of this policy is amended to conform therewith Such policies or certificates of insurance shall contain the covenant of the insurance carrier that thirty (30) day's written notice shall he given to the City prior to modifications, cancellations or reduction in coverage of such insurance. City shall maintain casualty insurance, including propertv damage and fire insurance for Premises and fixtures. Such insurance shall not extend to the contents of Premises. District shall assume the risk of loss to the contents of Premises and shall undertake in its discretiOn, to insure against such loss or damage. ARTICLE XI ASSUMPTION OF RISK During the term of the Lease Agreement, District assumes risk for anv and all loss to District, its employees, agents, and assigns, caused by theft, accident, act of God, fire, flood, water damage, environmental hazard, illegal act and/or negligence arising out of the usc of Premises hy District, its employees, agents, and assigns. ARTICLE XII INDEMNIFICATION District waives any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from District's occupancy and that of its employees, agents, and or assigns, and/or use of Premises and/or District's performance of this Lease Agreement, except for liability arising out of the sole negligence of City or its officers, agents or employees. Further, District shall indemnify, hold harmless and defend City against any and all claims, demands, damages, costs, expenses or liabilities arising from or incident to District's occupancy and that of its employees, agents, and or assigns, and/or use of Premises and/or District's performance of this Lease Agreement, except for liability arising out of the sole negligence of City or its officers, agents or employees. City waives any and all claims and recourse against District, including the right of contribution for loss and danmge to persons or property arising from Citv's occupancy and that of its employees, agents, and or assigns, and/or use of Premises and/or City's performance of this Lease Agreement, except for liability arismg out of the sole negligence of District or its officers, agents or employees. Further, City shall indemnify, hold harmless and defend District against any and all claims, demands, damages, costs, expenses or liabilities arising from or incident to City's occupancy and that of its employees, agents, and or assigns, and/or usc of Premises and/or City's LEASE AGREEMEN'T Page 4 ---PAGE BREAK--- performance of this Lease Agreement, except for liability arising out of the sole negligence of District or its officers, agents or employees. ARTICLE XIII MODIFICATION AND ASSIGNABILITY OF CONTRACT This Lease Agreement contains the entire lease agreement between the parties and no statements, promises or inducements made by either City or District, or agents of either City or District, are valid or binding unless contained herein. This Lease Agreement may not be enlarged, modified or altered except upon written agreement signed by City and District District may not subcontract or assign its rights or duties arising hereunder without the pnor written consent and express authorization of City. Any subcontractor or assignee so authorized shall he bound by all the terms and conditions of this Lease Agreement as if named specifically herein. ARTICLE XIV TERMINATION This Lease Agreement shall remain in full force and effect unless terminated as follows: A Termination for Convenience, Either Party may terminate this Lease Agreement by serving written notice on the other of its intent to terminate this Lease Agreement Said written notice shall be served on the City not less than sixty (60) days prior to the termination date set forth in said written notice. Said written notice shall automatically terminate this Lease Agreement on the date specified therein unless such written notice fails to comply with this Lease Agreement or unless such termination is rescinded by District prior to such date. In the event of termination, District shall vacate Premises and grounds prior to the terminate date set forth in said notice. Then and in that event District agrees that it shall leave Premises and grounds clean, orderly and free of all District belongings whether usable or unusable. District further agrees that its responsibilities to return Premises to such condition shall survive the termination date set forth in said notice and shall continue until Premises arc returned to such cond1t10n. Neither party shall be entitled to damages or compensation pursuant to the exercise of termination for convenience by District B Termination for Cause, If City determines that District has failed to comply with the terms and conditions of this Lease Agreement, City may terminate this Lease Agreement in whole or in part at any time prior to the exp1ration of this Lease Agreement as follows If District fails to comply with any of the terms and conditions of this Lease Agreement, City may give notice in writing to District of any or all deficiencies claimed. The notice shall be sufficient for all purposes if it describes the default in LEASE AGREEMENT Page 5 ---PAGE BREAK--- general terms. If all defaults arc not cured and corrected within a reasonable period as specified in the notice, which time shall not exceed (60) days, Cttv may, with no further notice, declare this Lease Agreement to be tennmated. District shall thereafter vacate Premises and grounds within sixty (60) days and shall be entitled to no damages of whatever nature in connection therewith. Then and in that event, District shall be obligated to return Premises and grounds clean, orderly and free of all District belongings whether usable or unusable. District's responsibility to return Premises and grounds to such condition shall surv1vc such termination and shall continue until Premises are returned to such condition. ARTICLE XV SEVERABILITY In the event any provision of this Lease Agreement or any part thereof shall be determined by any court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions, or parts thereof, shall remain in full force and effect. being in no way affected, impaired or invalidated. The remaining provisions shall be construed in a manner most closely approximating the intentions of the parties with respect to the invalid, void or unenforceable provision or part thereof ARTICLE XVI COMPLIANCE WITH LAWS District and City agree that each shall conduct its obligations pursuant to this Lease Agreement and in conformance with all applicable laws, ordinances and regulations of all governmental and regulatory agencies having ARTICLE XVII CONSTRUCTION AND VENUE It is agreed that this Lease Agreement shall be construed under and governed by the laws of the State of Idaho. In the event of litigation concerning it, it is agreed that the proper venue shall be the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah. ARTICLE XVIII NO WAIVER Any failure or delay by City or District in strictly enforcing the terms of this Lease Agreement shall not operate to waive or be deemed a waiver of the rights of City to compliance that is full and to the letter of the Lease Agreement, or to tl1crcafter performance by District in strict accordance with the terms of this Lease Agreement. ARTICLE XIX WASTE During the term of this Lease Agreement, District shall not commit, or allow to be committed, waste upon Premises or grounds. District shall make no improvements or alterations of Premises or grounds \\ithout the prior written pern1ission of City. LEASE AGREEMENT Page 6 ---PAGE BREAK--- ARTICLE XX AUTHORITY/ADDRESSES The Board of Trustees of District shall be the authorized representatives of District for all purposes related to this Lease Agreement. The Mayor of the City of Moscow, Idaho shall be the authorized representative of City for all purposes related to this Lease Agreement. All contacts between the parties shall be made to the following: Superintendent Moscow School District #281 650 North Cleveland Moscow. ID 83843 Director of Parks and Recreation City of Moscow 1515 East D Street P 0 Box 9203 Moscow. 1D 83843-1 703 IN WITNESS WHEREOF. the parties hereto have executed this Lease Agreement by their respective duly authorized officials. THE CITY OF MOSCOW MOSCOW SCHOOL DISTRICT #281 rO ll/:· By ? tt7 f Edward A Fisk Supermterident ATTEST By Agreement<;-Whitworth l.easc·pm LEASE AGREEMENT Page 7